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Cellectis Announces The Closing Of €20.5 Million Share Capital Increase Subscribed On March 24, 2014 By U.S. Biotechnology Specialist Institutional Investors


4/1/2014 6:56:05 AM

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Cellectis Announces the Closing of €20.5 M Share Capital Increase Subscribed on March 24, 2014 by U.S. Biotechnology Specialist Institutional Investors

PARIS--(BUSINESS WIRE)--Regulatory News: Cellectis SA (Paris:ALCLS) (Alternext: ALCLS.PA) announces the successful closing of the €20,520,000 share capital increase subscribed on March 24, 2014 by U.S. biotechnology institutional investors.

OrbiMed Healthcare Fund Management is the main subscriber of the private placement in which venBio, Ridgeback Capital Management, Aquilo Capital Management and Merlin Nexus, inter alia, also purchased new shares. None of these subscriptions reach 5% of Cellectis’s share capital.

Following this transaction, Cellectis’ share capital increased to €1,254,115.85 divided into 25,082,317 shares, thus diluting the existing shareholders by approximately 16% without impacting the main shareholders’ list.

Cellectis points out that this capital increase will be used for the acceleration of innovation in T cells genome engineering in order to provide them with new properties and the enhancement of the structures and function of antigenic chimeric receptor (CAR), and the self-developments of the company’s proprietary T cell CAR portfolio dedicated to the treatment of leukemia and solid tumors.

Trout Capital acted as placement agent in this transaction.

About Cellectis

Cellectis is a biopharmaceutical company focused on oncology. The company’s mission is to develop a novel generation of therapy based on allogeneic T-cells to treat cancer. Cellectis capitalizes on its 14 years of expertise in genome engineering, based on TALEN™, meganucleases and the state-of-the-art electroporation technology Pulsagile, to create a new generation of cancer immunotherapy for treating leukemias and solid tumors. Cellectis adoptive cancer immunotherapy for chronic and acute leukemias is based on the first allogeneic T-cell chimeric antigen receptor (CAR) technology. CAR technologies are designed to target surface antigens expressed on cells. These treatments reduce toxicities associated with current chemotherapeutics and have the potential for curative therapy. The Cellectis Group is focused on life sciences and uses leading genome engineering technologies to build innovative products in various fields and markets. Cellectis is listed on the NYSE Alternext market (ticker: ALCLS). To find out more about us, visit our website: www.cellectis.com.

Disclaimer

This press release contains certain forward-looking statements concerning Cellectis and its business. Such forward-looking statements are based on assumptions that Cellectis considers to be reasonable. However, there can be no assurance that the estimates contained in such forward-looking statements will be verified, which estimates are subject to numerous risks including the risks set forth in the 2012 financial annual report of Cellectis (a copy of which is available on www.cellectis.com) and to the development of economic conditions, financial markets and the markets in which Cellectis operates. The forward-looking statements contained in this press release are also subject to risks not yet known to Cellectis or not currently considered material by Cellectis.

The occurrence of all or part of such risks could cause actual results, financial conditions, performance or achievements of Cellectis to be materially different from such forward-looking statements.

This announcement is for information purposes only and does not, and shall not, in any circumstances, constitute a public offering by Cellectis nor a solicitation of an offer to subscribe for securities in any jurisdiction, including France.

In particular, this announcement and the information contained herein do not constitute an offer or solicitation of an offer to subscribe for securities in the United States or any other jurisdiction. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The shares of Cellectis have not been and will not be registered under the U.S. Securities Act and Cellectis does not intend to register securities or conduct a public offering in the United States.

With respect to the member states of the European Economic Area which have implemented the Directive 2003/71/EC of the European Parliament and the Council of November 4, 2003, as amended, in particular by Directive 2010/73/EC of the European Parliament and of the Council of November 24, 2010 (the "Prospectus Directive"), no action has been undertaken or will be undertaken to make an offer to the public of the securities referred to herein requiring a publication of a prospectus in any relevant member state.

In the United Kingdom, this document is only being distributed to, and is only directed at, persons that are "qualified investors" within the meaning of Article 2(1)(e)(i), (ii) or (iii) of the Prospectus Directive and that also (i) are "investment professionals" falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). In the United Kingdom, this document must not be acted on or relied on by persons who are not relevant persons.

In accordance with Article 211-3 of the General Regulation of the AMF, it is recalled that the above-mentioned private placement does not require a prospectus to be submitted for approval to the AMF.

The distribution of this announcement in certain countries may be subject to specific regulations. The persons in possession of this announcement shall then get knowledge of any local restrictions and shall comply with these restrictions.

Contacts

For more information, please contact:
Cellectis
Philippe Valachs
Phone: +33 (0)1 81 69 16 00
Email: media@cellectis.com

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